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By you indicating your acceptance of this agreement by
clicking on the "I Accept" button below, you will be entering into this agreement with us. This will be our agreement regarding
your participation in our affiliate marketing program ("The Program"). The term "we," "us" and "our" shall be deemed to refer both
Blue Moon Internet Services, Inc. as well as our client Nurses Station, Inc., ("Client") which is the owner and operator of the web
site indicated in this agreement, unless the context indicates otherwise.
1. During the term of this agreement, you shall have the right to place a link to that web site known as
http://www.nursesdirect.com ("The Site") at least on the home page and other pages of your web site ("Your Site") and we and Client shall
have the right to review and approve of Your Site and the placement of said link from time to time, all within our sole discretion. We or
Client will provide you with a banner ad and underlying link for your use as such link, which banner ad and underlying link as well as any
other materials and information we or Client provide you shall be our or Client's sole and exclusive property including all rights of
copyright, trademark and the like therein. Your rights to the banner ad and underlying link and all such other materials and information
shall be non-exclusive and you shall use the same only on Your Site and only in connection with The Program and you may not alter or
modify the banner ad and underlying link or any of such materials and information. You shall be solely responsible for the functionality
of the said banner ad and underlying link as well as the operation of Your Site. At the termination of this agreement, you shall remove
the said banner ad and underlying link and all such other materials and information from Your Site and all of your rights under this
agreement shall terminate.
2. We or Client may have any number of affiliates including those who may be in a business competitive with you.
3. During the term of your affiliation with us or Client, to the extent we or Client elect to create any marketing or promotional
campaigns, you shall be entitled to be notified of and participate in any of the same according to the terms then to be determined by us
or Client.
4. We or Client shall have the sole discretion to decide not to sell to any customer you refer to us or Client or, if we or Client
elect to sell to such customer, we shall have the sole right to determine the terms of such sale. You shall have no right to any customer
referred to us or Client by you and all such customers shall be our or Client's customers. Your sole rights shall be to receive an associates
referral fee ("The Fee") as set forth below.
5. You shall be entitled to be paid The Fee for all qualified customers. A Qualified Customer shall mean a party who meets all of the
following requirements:
a. has been referred to The Site from Your Site directly from the banner ad and underlying link we or Client provide you on Your
Site; and
b. from which we have or Client has been paid in full.
We or Client shall provide you all relevant information regarding any customers referred to The Site by you upon which payment to you is
based. You will not be entitled to The Fee in the event you purchase any products or services from The Site directly.
6. Client shall pay you The Fee. The Fee shall be five (5%) percent of the gross sums Client receives and retains from a Qualified
Customer. "Gross Sums" shall mean monies actually received and retained by Client in the United States from such Qualified Client less any
costs related to shipping and handling as well as any costs related to the collection of any such Gross Sums such as credit card fees,
collection fees and the like as well as any sales taxes. In the event any products or services are returned by any Qualified Customer,
such returns including all costs associated therewith, shall be deducted before calculating any sums due you. In the event that such
Qualified Client makes purchases from Client after the initial purchase that was referred to Client by Your Site, you shall not be
entitled to any fees or commissions for such additional purchases. Client shall account to you for The Fee within thirty (30) days
following the close of each calendar quarter but no sooner than thirty (30) days following our receipt of payment in full from such
Qualified Client. In the event that sums due you are less than Fifty ($50.00 US) United States dollars, Client shall not be obligated
to remit the same or any accounting to you until such time as the amount due you exceeds said amount. We or Client shall have the right
to change The Fee or any of the provisions of this agreement at any time by posting a notice on The Site.
7. You may not sell, assign or transfer any of your rights in this agreement or in The Program to any other party. You shall be solely
responsible for the content of Your Site and hereby represent and warrant that Your Site does not infringe upon or violate the rights of any
party and that Your Site complies with all applicable laws. You shall indemnify us and Client from any violation of the within warranties
or other obligations on your part in this agreement, whether or not any claim is filed. Any advertising or marketing that you do that involves
The Program must be approved by us and Client prior thereto.
8. You grant us and Client the non-exclusive right to use your name and Your Site in any advertising that we do or Client does regarding
The Program.
9. The term of this agreement shall be for one (1) year from the date hereof. Either you or we or Client may terminate this agreement at
any time upon one (1) day written notice sent via email with or without cause. Notwithstanding anything contained herein, we or Client shall
be entitled to terminate or modify The Program at any time by posting a notice on The Site.
10. You and we and Client are independent contractors in relation to each other and you are not our or Client's employee, partner, joint
venturer, sales representative, fiduciary, agent or in any other capacity with regard to us or Client. You may not obligate or bind us or Client
in any manner whatsoever.
11. WE AND CLIENT MAKE NO REPRESENTATIONS OR WARRANTIES THAT THERE SHALL BE ANY GROSS SUMS OR ANY OTHER INCOME RECEIVED FROM THE SITE
OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. AND WE AND CLIENT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS OR ANY COMPUTER OR OTHER FAILURES WHETHER ON YOUR SITE OR THE SITE OR OTHERWISE. WE AND CLIENT WILL NOT BE LIABLE
FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA ARISING IN
CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE AND CLIENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR
AND CLIENT'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR
PAYABLE TO YOU UNDER THIS AGREEMENT.
12. This agreement shall be subject to and interpreted under the laws of the state of Virginia applicable to agreements wholly to be
performed therein. It is the complete understanding between you and us and Client and may be modified and any of its provisions waived
only by a writing signed by both you and us and Client. It shall bind and benefit our respective heirs, assigns and successors in interest
but any restrictions on assignment and transfer otherwise contained in this agreement shall otherwise apply. A waiver of any provision of
this agreement, or any claimed breach thereof, shall not be deemed a waiver of any other provision or breach. All remedies provided us or
Client in this agreement are cumulative and the exercise by us or Client of any remedy shall be without prejudice to our exercise of any
other rights or remedies available to us or Client. Any dispute arising under this agreement shall be determined only by a court of
competent jurisdiction only in Augusta County, Virginia and we and Client shall be entitled to injunctive relief. You expressly consent
to personal jurisdiction in such state and in such court. In any action under this agreement, the prevailing party shall be entitled
to attorneys fees and court costs. In the event any portion of this agreement shall be held invalid or unenforceable it shall not affect
the validity or enforceability of the rest of this agreement. This agreement shall be deemed validly executed by enrolling in our affililate program.
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